07 iFirst Time
by Pock
Summary: Carly leaves Sam and Freddie alone. What could possibly happen? Called "First Time" for quite a few reasons. This story starts out as Seddie smut, but really its not about any relationship, its about unrealistically hot sex scenes. Read if you like iTwins
1. Carly's Apartment

Apparently I wrote this a year ago and didn't have the courage to post it. Anyway, here it is.

SEX!

You have been warned.

I do not own iCarly.

* * *

Remember Shane? He is Freddie's 'dorky' friend from the AV club. In fact he was not dorky at all, he was very smart yet very, very handsome. Anyway, at one point Carly and Sam competed to see who could date him, and anyway, Carly won. (Even though Shane was in a full body cast, she still got to kiss him.) Anyway, Carly still claimed him if he ever decided to talk to her again, which after a few years, he did.

Carly, Sam, and Fred (he dropped 'Freddie' last year) were all now in the 11th grade. Their web show was just as popular as ever, but due to their increasingly busy schedules, iCarly had been changed to once every two weeks instead of every week. A majority of their time was still spent around Carly's apartment, however, a fourth teen had joined them. Shane. Carly and Shane started dating the year before and they were very happy. Fred had gotten over his crush on Carly; he knew she was happy and approved of Shane. The three became four and Shane sometimes appeared on iCarly or helped Fred behind the scenes.

* * *

*knock knock knock*

"It's open!" Carly called from the kitchen. The door opened and Shane and Fred walked into the apartment.

"Hi girls," Shane said as he walked over to Carly and gave her a kiss on the cheek.

"Hey Carly. Hey Sam," Fred said as he turned to look at the couch that Sam was laying on.

"What up, nub?" Sam said in reply. (Carly was to busy making goo-goo faces with Shane to pay Fred any attention.)

"Sit up," Fred said to Sam. She glared at him but then did as he asked. He plopped down onto the couch beside her. "Where is Spencer?" He asked Sam. He would ask Carly but her lips were currently being obstructed by kisses from her man.

"Carly told me he is working the night shift again. He won't be back till tomorrow morning." Spencer had gotten a "real" job at an art museum. He worked security there. It is the same museum that shows his work from time to time.

"I see," Fred said as he looked at the TV. Girlie Cow was on. He went to reach for the remote sitting on the coffee table but she slapped his hand away.

"I'm watching this, Fredword," she said, not taking her eyes off the TV. Fred turned to see Carly and Shane now having a tickle fight.

"Get a room!" he said jokingly.

"Maybe we will," Carly said back in a high, playful voice.

"Hey, did you guys have anything in particular planned for today?" Shane asked the room as a whole.

"No, not really," Fred responded on behalf of his female companions.

"Cool," he said, turning back to Carly. "Well, then you wouldn't object to smoothies and then a movie back at my place?"

"That sounds great," Carly said with a smile. "You two don't mind, do you?" Carly asked her two best buds on the couch.

"Go ahead, have fun," Sam said. Shane and Carly left and Fred and Sam were left alone... again.

* * *

It seemed that more and more often, Carly found a way to be alone with Shane at his house. She even spends the night sometimes. Sam knew that tonight was going to be one of those nights.

Fred looked over at Sam, his good friend yet sworn enemy. "So, what do you want to do? Movie? Card game? Or do you just want to call me names for a few hours and then I'll go home?" Fred suggested as he tried to get Sam's attention. She seemed to be thinking rather deeply about something.

"You know what they do, right?" Sam said, suddenly changing the subject and reveling the thing she had been pondering. "You know they have sex, right?"

Fred was a little surprised at this quick change in subject. "How can you be sure?" he asked. "Maybe they haven't done it yet."

"Oh, don't lie to yourself, you know they have sex. Carly practically told me that they do... He was her first you know," she added awkwardly.\

"Who was your first?" Fred asked, trying to contribute to the conversation, even though he felt odd talking about sex with Sam.

"Oh, um... it was with Buddy Hinton at a Cuddle Fish concert..," Sam said with a chuckle. Fred laughed too.

"In a port-a-potty?... Yeah, that's not true," Fred said. "That's the same story you came up with about your first kiss. I was your first kiss..."

"I know, I know," Sam said laughing. "Ok, the truth is: I'm still a virgin... I don't doubt you are too," she added with a smirk.

"Wait a minute," Fred said as he looked up at Sam. He knew the same thought was forming in her head as well.

"You're not thinking what I am, are you Fred?" Sam asked as she inched toward him a little.

"I...I think I am. But I'm not to sure that I..."

"Oh, come on, Benson," Sam said as she again moved closer to him. "You and I shared our first kiss. Sure we fight, but you are my friend, Fred. I want my first time to be with someone I trust." She moved even closer to him and touched his wrist.

He tried to pull away by leaning back but she just ended up on top of him. He was now laying on the couch and she had him semi-pinned in place. "Hold on Sam, let's talk about this."

"Fred," she said pushing him down and getting right in his face. "I know you enjoyed our kiss, and guess what? I did too." And with that she kissed him. This was probably the third or fourth kiss they had shared, but this one was very different from the others. There had been other, rather awkward moments, in which they shared kisses. Sam was now pushing hard against Fred and he found himself unable to resist. He pushed back.

He managed to release his hands from Sam but he used them to pull her body closer. She grabbed a handful of his hair and pulled. Fred responded by bitting her lip softly and grabbing her ass.

He could tell that she was enjoying it because she did not stop him. A small moan escaped from Sam's lips and Fred parted them with his tongue. Fred, noticing that she had let her guard down, suddenly pushed her to the side, causing them to fall off the couch with Sam now under him. He broke the kiss in the air only temporarily so that they would not knock teeth when they landed.

Fred now had Sam pinned, something he could not have done two years ago. Now however, his muscle mass had caught up with Sam and she was surpassed. He kissed her again and then pulled back.

"Why'd you stop, dummy?" Sam asked. "Get you face back down here so I can kiss it!"

"Sam, do you like me or is this just another 'get the first time out of the way with Freddie'?" Fred asked, wanting to know her intentions.

"I don't know!" Sam said as she grabbed him by that collar and pulled his lips back to hers. "All I know is this: Fred, you are hot for a dork." Fred was shocked. "Sure, our first kiss meant nothing, it really was just to get my first kiss our of the way, but you know what?" She said as she pulled at his shirt untucking it. "I _think_ the reason I tease you is because I like you."

"You know," Fred said as he pulled his shirt the rest of the way off. "I was beginning to think that might be why."

Their lips met again. Sam's hands found their way to Fred's firm chest. She used her fingers to play with his chest hair. Fred's hand also found their way to Sam's chest, but not before they went up her shirt.

Sam jumped with surprise and delight as she felt his hand go up her shirt and touch her bare breast. She squirmed as he pinched her nipple which had become rather firm over the last couple of seconds.

She wanted more. She pushed him off of her and at first Fred was confused. They sat up and she quickly took of her shirt. Fred was no longer confused and was actually rather glad she had done it. She pulled him into a sitting embrace and breathed very hard onto his neck. This surprisingly made Fred feel very alive. He began to feel himself growing in his pants.

Sam pulled his ear close to her mouth and nibbled on it. She then whispered into it, "Take my bra off."

Fred did not have to be told this twice. He moved his hands from her ass up to the clasp of her bra and undid it quickly. He was surprised that taking it off was so simple... he had expected to struggle with it at least a little.

She tossed her bra aside and Fred found himself staring at her beasts. She grabbed his hand and placed in on her chest. "Touch me, Freddie," she said as she then kissed him again. This time Fred used both hands to massage her breast. "Now suck them," she commanded. "Lick my nipples, Freddie." He did as he was told.

(Fred usually didn't like being called 'Freddie' anymore. He said he had grown out of it. Sam, however, still does her best to annoy Fred so calling him 'Freddie' is something she did often.)

Fred's tongue found its way back to her lips as he lifted them both to a standing position. He reached to unbutton her jeans and felt that Sam had decided to do the same to him. His pants dropped to the floor but Sam had to bend down a little to slid her off of her curves. As she stood back up she did not hesitate to grab Fred's now very noticeable erection from through his boxers.

She had never done anything like this at all but she somehow knew exactly what to do. Fred let out small groans of pleasure as she began to stroke his dick up and down through his boxers. He continued to touch her breasts and her ass through her panties as their lips continued to move in small circular motions as they kissed.

As they stood, Fred had been doing his best to slowly move them over to Carly's kitchen table. Fred took one hand and positioned it between Sam's legs. He then began to rub her slowly through her panties. Fred had no idea what he was doing but he seemed to be doing it correctly because Sam was moaning uncontrollably. Fred sped up his motions and then after about a minute he reached down her panties and continued the motions, unhindered by the cloth. When they arrived at the table, Fred picked Sam up and set her on the waist high ledge. "Lie back," he said. It was a command, not a request. As she did this Fred grabbed her panties and pulled them off completely.

For the first time, Fred saw a naked woman and he somehow, instinctively knew what to do.

He lifted each of her feet up onto the corners of the table, causing her knees to go up into the air and her legs to spread.

"Freddie, what are you gonna—Oooh!" he had taken one finger and pushed slowly into Sam's vagina. She was already wet but she quickly became even wetter as he leaned down to lick her folds. His tongue discovered her clitoris when she squirmed at it's contact. He began to lick it slowly as he moved his finger side to side and in and out of her. He changed to two fingers causing her to moan even lauder than she already was.

A strange sensation was building inside of Sam and she had no idea what it was. She began to become overwhelmed by the stimulation. "F..Fred. Freddie, please st—oh! Stop! Ooh!"

Fred did not stop. He instead removed his fingers and inserted his tongue where they had been. Sam felt slightly less overwhelmed but at the same time was becoming even wetter.

"Sam," Fred said. "Just relax. Trust me and just let go."

She did as he said. Sam stopped trying to hold back the feeling that was burning within her. Her back was arched and she was breathing heavily. Sensing that she was close to an orgasm, Fred re inserted his fingers and moved them very very quickly. He also returned his tongue to the sensitive area he had discovered at the top of her entrance and licked very quickly this time.

Sam felt like she was going to explode any second and had no idea what to expect. Fred however, who had learned a thing or two from the Internet, knew exactly what was about to happen.

Suddenly, Sam's moans became continuous. Her back was arched and her hips were gyrating. A small explosion of wet fluid came out of Sam as she continued to ride out her orgasm.

"Oh my God, Fred, what the fuck!" she shouted. Sam found herself feeling very relaxed and happy. She could not, however, move a muscle to save her life.

As she laid their, helpless on Carly's kitchen table, Fred lifted her up and took her back to the main room. She leaned up and began to kiss him on the neck He laid her down on the couch and he sat beside her. She quickly sat up so she could kiss him more.

Sam was still weak but she wanted Fred even more than ever. She managed to turn onto him, now with one knee on each side of him, she was straddling him. Her wet juices were on his lap. Her lips began to suck on his lower lip as she pushed his back against the couch. Her strength was almost fully back now and she noticed that he was very hard. She reached inside that opening in the front of his boxers and pulled out his erection. Getting her hand wet from her own body, she slowly stroked up and down his length. She did this for a while while kissing him and speeding up a bit.

After a few minutes or so, Sam backed away and got on the floor, on her knees. She continued to stroke it as she moved her mouth down and breathed onto his hard cock. He let out a moan as her tongue made contact with his dick-head. She then took him in her mouth and sucked hard.

"Oh, Sam! Oh, god, I'm gonna... Sam if you keep going I'm... I'm gonna cum," he panted. "J...just slow down."

She stopped sucking for a moment, and half stood so that her mouth was at his ears. She continued to stroke him with her hands and she leaned in and breathed on his ear. Then she said, in a very sexy whisper, "I want you to cum. I want you to jizz on my face... and in my mouth. I might even have to swallow it because it's cumming so fast." She finished her encouragement off with a bite on the neck and then quickly returned to her position on her knees.

He was hard as ever and she took him into her mouth again. This time she moved very rapidly. His hips were bucking and he was nearing an orgasm of his own.

"Oh Sam!" He said as he tipped over the edge. "Oh Sam, Oh Sam!" His hips bucked wildly as he threw his hands back for support. Semen filled Sam's mouth and she swallowed it all as it came out.

Fred finally slowed down and Sam moved up onto his lap.

They sat there panting, just trying to catch their breath. They leaned against each other, Sam sitting on Fred's leg; their crotches were still very wet. "Oh ... my ... God!" Fred managed to say between breaths. "I can't believe we just gave each other oral sex."

"Freddie, you were amazing," Sam said. She adjusted her body so that she was once again straddling him; her still dripping pussy just inches away from his slowly softening cock.

They slowly began to kiss again. Tongues were running across each other and lips would occasionally nibble on lips... and cheeks and ears. Their kissing spend up and then Sam suddenly pulled away.

"Fred, are we gonna fuck again?" she asked. "This kissing feels like its leading back to sex again. I...I wanna fuck again."

Fred leaned in and bit her ear. It was a little harder than a "nibble" but it didn't really hurt... He then exhaled on Sam's neck and whispered in her ear. "I am going to make you wet and I am going to put my penis inside of you." Fred's bluntness was actually very hot for Sam. She once again became aroused and responded by rubbing his penis again. He was becoming hard again. Fred continued: " You know how big I am. You are feeling it right now. Just imagine my dick inside you."

With that, Fred reached down and began to rub Sam between the legs again. This time Sam felt even more sensitive than the first time he touched her and she began to moan very loudly.

"Oh, Freddie! Oh, oh Fred." His whispering and his sex-talk had really gotten her going.

Fred began to turn them both slowly so that Sam ended up on her back on the couch. Fred was on top of her but did not put his weight on her. He instead attempted to hold himself up so he wouldn't hurt her.

"Freddie. Put your weight on me," Sam commanded. "You won't hurt me." Sam had somehow read Fred's mind. As he put his weigh on her he now had his hand free to reach down into his pants pocket on the floor. He slipped the condom out of his wallet and set it on the coffee table. He had never expected to use it but was now very glad he carried it with him.

Fred trailed kisses down Sam's neck, chest, and stomach. He made his way once again to her clit and began to lick it slowly.

"Mmmm, oh Fred. I... I want you inside me. Do.. do you have a..." Fred quickly sat up and got off of Sam. He grabbed the condom, opened the package and then took his time to make sure he put it on right; after all, this was something he had never done before.

"Is is on?" Sam asked. She had sat up a little and watched him put it on.

"Yes. Are you ready?" Fred asked. Sam laid back down and nodded.

Fred positioned his hard cock above her wet pussy and then said, "Um, help me put it in... use your hand." Neither partner was embarrassed by this request for it was a new experience for both. Sam reached down and grabbed his cock. She then guided it into place. Fred slowly brought himself down as his penis entered Sam's vagina. Sam gasped as her hole was filled more fully that ever before.

Once he was most of the way in he began to slowly pull back out. He then directed himself back in just before he came out all the way. This became a slow motion; in and out, in and out. Sam was more wet than before and Sam's pussy felt very, very tight. It was all he could do to keep from going to fast and cumming early.

Fred had placed Sam's leg in a rather "kinky" position. Because they were on the couch he moved one leg off the side, onto the floor and the other leg into the air along the back of the couch. This surprisingly created a very comfortable angle that allowed Fred to penetrate much deeper than either expected.

The motion began to pick up speed and both Sam and Fred were now grunting and moaning. After 2 minutes or so, Sam felt a now familiar feeling building deep inside of her; Fred was beginning to loose control as well.

"Sam... I...I..," Fred said

"Fred, I am close. Please don't stop!" Sam said.

Fred attempted to relax his erection in order to allow more stimulation but at this point there was little he could do to keep control. He was nearing the edge and nothing was going to stop him.

"Sam, I'm ... cumming," Fred grunted. He quickened the pace, as fast as it had been, and held on as long as he could.

"Oh, Freddie, I...I...I...," the walls of Sam's vagina contracted as both her's and Fred's hips began to buck wildly. There was an explosion of wetness as they rode out their orgasms.

Soon their bodies came to a stop and they did not move. The two just laid there; Fred with his still hard dick inside Sam's still wet pussy. They stayed like this for two or three minutes before Fred finally got off of and out of Sam.

He looked down into her eyes. "Wow, Sam that was... that was amazing!" Fred panted as he stood up beside her.

"Fred, you were so good." Sam said still laying on the couch. She wasn't sure she could move even if she wanted to.

Fred searched the floor for his boxers and then went back to the kitchen to throw away the condom, retrieve Sam's panties, and return them to her.

"Thanks," Sam said as she sat up and they both started to put their clothes back on.

"Hey," Fred said as he stepped back into his jeans. "So are we going to try to act like everything is still normal between us, or are we in some kind of relationship now?" Fred asked, not sure what to think about what had just happened.

"I don't know," Sam said, also putting her pants back on. "Do you like me like that?"

"I find you attractive... and abrasive. I don't know if I like you like that though. I think I might" Fred replied. "What about you?"

I think you are hot and smart and funny... and really easy to pick on. And, yeah, I think I might like you too. But I don't really think I want to be in a relationship right now." Sam replied, as she put her bra back in place.

"So what are you thinking?" Fred asked.

"Do you wanna be Fuck Buddies?" Sam asked hopefully.

"What the hell, sure," Fred said. "This means we're gonna do this again, right?"

"What are you doing tomorrow?" Sam asked with a smirk.

Fred smiled back at her. "I think I'll be fucking you." he laughed pulling his shirt over his head.

"Good," Sam said, as she straightened her shirt. "So, you wanna watch a movie or something?"

* * *

So what do you think? Do you want more? 


	2. Sam's Room

Well, I'm getting a lot of views and good reviews so why not, here's chapter 2.

iDon't own iCarly.

* * *

Fred entered Ridgeway the next morning with a huge smile plastered across his face. How could he not smile? He had just given away his virginity to Sam the night before. He had also taken hers. After stopping at his locker, Fred walked over to Carly and Sam at their lockers.

"Hey girls," he said coming up behind them. Sam jumped.

"Oh, hey Fred," Sam said doing her best to act normal around Carly.

"Hi Fred," Carly replied. She had a strange look on her face that Fred couldn't quite read. "So, what did you guys do last night after Shane and I left?" Both Sam and Fred's eyes widened as they turned to each other, each hoping the other would say something.

"Nothing!" Fred said, a little to quickly.

"Yeah, you know," Sam recovered, "we watched a movie and... um... played a board game." she added. The movie part was true but they hadn't played a board game the night before... they had had sex on Carly's couch.

"Oh, cool, what game did you play?" Carly asked.

Sam blanked and turned to Fred. "Chutes and Ladders," Fred said without thinking.

"Isn't that game for children?" Carly laughed.

"Oh, well, its actually pretty fun..." Fred started. He didn't need to finish his thought because Shane had approached them... and then walked right by them without saying a word.

Sam scoffed. "Uh, Carly what was that? Shane just totally ignored us!"

"Yeah, I know. We sort of had a fight last night," Carly stated.

"What did you guys fight about?" Fred asked. It was very unlike either of them to fight. They must have talked about something really serious.

"Its just, uh..., sorry Fred, I'd rather not say." Carly said.

"Come on Carls," Sam interjected. "You can tell me anything."

"Later, ok?" Carly said to Sam. "I'll see you guys later. Bye."

"Bye" Fred and Sam said as Carly went to Mrs. Briggs's class.

"I wonder why she doesn't want us to know why she's fighting with Shane." Fred said to Sam as she rummaged around in her locker.

"She might just want to keep it from you since you and Shane are good friends." Sam suggested. "I'm going to try to get her to tell me later."

"Hey, um..., we're still cool, right. You know, after yesterday?" Fred asked.

"Chill, Fred," Sam reassured him. "You wanna come over and... uh... _hang out_ after school." Sam said with a mischievous wink.

After last night it was almost impossible for Fred to look at Sam and _not_ get turned on. She seemed to be fully aware of this.

"Yeah, definitely," Fred said with a nervous smile.

"Cool," Sam said trying her best to hold back a blush. "I'll see you in math later." And with that she followed after Carly to go to her first class.

* * *

As Sam became excited for the end of the school day she entered her English class and sat down by Carly. Usually they walk to class together in the mornings but Carly clearly needed some time to think.

After the most boring class in the history of English classes, Sam and Carly headed towards math class. Sam could tell that Carly had been preoccupied during the whole lesson and it was time to speak up. "Hey, kid," Sam said to Carly.

"What's up?" Carly said back to her.

"Whatever happened between you and Shane yesterday is eating at you. Trust me, Mama can tell. I just want to you know that you can tell me anything... also, Fredlumps isn't here to listen in.

Carly let out a sigh. She then grabbed Sam by the wrist and pulled her into the girls restroom. Carly checked all the stalls by looking under the doors for legs. There was no one else in the restroom. Carly then grabbed the ridiculously oversize trashcan from the corner and wedged it between the door and the wall it opens towards. This was a tactic Carly and Sam had used before in order to ensure that they were not being listened too. Sam stood waiting with her hand on her hip.

"Ok, What's up?" Sam said tossing her notebook onto the floor.

"You know how a while ago I sorta hinted at Shane and me having sex?" Carly asked setting her books down as well. How could Sam forget? It was one of the main motivators that caused her to approach Fred yesterday.

"Yeah..." Sam said. "Did he, like, want to do weird stuff yesterday? Like in your butt?

"Ew, Sam, gross!" Carly said. "No! Its the opposite of that. He doesn't want to _do it_."

"Wait, _you_ want him to do weird stuff but he won't?" Sam said. She was so confused.

"Just listen," Carly said a little flustered.

"Sorry. Go ahead," Sam replied.

"I've hinted to him for months that I am ready to have sex and he just keeps, like, ignoring me..." Carly said. "So last night his mom was gone and we were in his room. I tried to make a move and he turned me down! Shane says he's not ready to have sex and I just don't know what he's waiting for.

Sam came to a sudden realization. "So when you spend the night with Shane you _only_ sleep together... and you've never had sex with him."

"Right," Carly said. "I don't know what he's waiting for. He's not religious at all so I know its not that. He just wouldn't give me a good reason why he wants to wait."

"Maybe he has a small dick." Sam wondered allowed. That comment actually made Carly chuckle. "Sam, that's mean. I'm sure its normal size."

Just then the door made a thump noise. It did not budge in the slightest but someone clearly wanted to get in. Luckily, there is another set of restrooms about 50 meters down the hall so Carly and Sam didn't feel bad about keeping girls out.

"Listen, Carls," Sam said putting her hand on Carly's shoulder and looking her in the eye. "Give him some time, ok? Let him come to you or wait til tomorrow to approach him. If he's still being a skunkbag in a couple of days or he still won't give you a good reason why he's not ready then maybe you should think about breaking up with him."

"But Sam, we've been dating for over a year!" Carly said feeling conflicted.

"So what!" Sam said back. "Sure Shane's cool but just because you've been with him for a year doesn't mean you're stuck with him for life! If he has a problem with communication then you're probably better of with someone else anyway."

Carly moved forward and gave Sam a hug. "Thanks, Sammy." Carly said shedding a single tear. "You always know what to say. Ok, I'll give him some time."

"Wait." Sam said. "Fred and I didn't see you come home last night." _Thank God!_ she thought. "You didn't stay at Shane's after the fight, did you?"

"Well, I meant to take the elevator straight into the loft but I hit the wrong button and took it to the studio instead. It was only like 10 O'clock but I was tired so I didn't bother going down stairs to see if you and Fred were still there. I just went to bed.

_Holy Chiz!_ Sam thought._ Fredward and I were definitely still fucking at 10._ She almost caught us!

Just then the first bell rang. "Oh, chiz! We've got to get to class!" Carly said unblocking the door. Sam could care less about being on time but she ran to class with Carly anyway.

* * *

Carly and Sam ran into Mr. Howard's math class and sat down on either side of Fred with just a few seconds to spare. The second bell rang right after they sat down.

"Where were you guy?" Fred whispered quietly to both of them. Sam punched him in the arm for being nosy.

* * *

Shane continued to ignore Carly for the rest of the day and was nowhere to be seen after school. _Oh well._ She thought as she opened her locker. She was going to take Sam's advice and wait awhile. Carly placed a few books in her backpack, shut her locker, and then turned to Sam. Sam was tossing her books into her locker and eating a fatcake.

"Hey, Sam. It's Monday so I've got art club after school." Carly reminded her.

"Yeah, I know." Sam said munching on the spongy goodness.

"You're mom started that new job today, right?" Carly asked.

"Yep," Sam replied.

"So whose going to take you home?" Carly asked. Sam tended to be a little forgetful from time to time and Carly was just trying to be helpful.

"I don't know." Sam said as Fred approached them wearing his blue backpack. "I'll get Fredward to do it," Sam stated.

"Do what?" Fred asked.

"Take me home, nub!" Sam commanded. "See ya Carly!" Sam said making her was to the parking lot.

"Bye Carly," Fred said. Carly waved and watched them head towards the parking lot together.

* * *

"Hey, Fred," Sam said to him as they walked towards his car.

"What's up, Sam?" Fred said unlocking the door.

"Carly talked to me about Shane earlier," Sam confessed as she sat down in the passenger's seat.

"And?" Fred said taking the driver's seat and turning the ignition key.

"Well, I really shouldn't tell you anything because it was between me and Carly but this actually concerns us too." Sam said. Fred pulled out of the parking lot and headed towards Sam's house.

"Ok, what is it?" Fred asked, now really wondering what this huge secret was.

"Carly and Shane have _not_ had sex," Sam told him. Fred's jaw dropped a little bit in disbelief. "They fought yesterday because Carly has been ready for sex and Shane keeps avoiding it. He's not ready but he won't tell her why."

"Wait, but last night you told me they have sex every time she sleeps over," Fred said.

"She was just hinting that she wanted to. I guess I misunderstood her. Yep, Carly and Shane are still virgins," Sam said.

Fred felt awkward. He was more than ready last night to give away his virginity and he was thrilled that it was with someone he could trust. He was pretty sure that he and Sam had been in the same boat and he was not worried that Sam felt she made a mistake. Maybe Sam had done it with him because Carly had done it too and Sam just wanted to know what it was like.

"Sam, you should know that this doesn't change anything for me. Even though Carly and Shane didn't do it, I'm still glad that we did it. You're one of my best friends and you have no idea how happy I am that I was able to share my first time with you."

Sam chuckled. "I am still really glad we did it, Fred. I was definitely ready and I'm glad I can trust you." With that Sam leaned in and gave Fred a quick kiss on the cheek. Fred blushed.

"Oh... great!" Fred said. They pulled into Sam's driveway.

Sam unlocked the door and Fred followed her into her room. Fred had only been over to Sam's house about 5 times before. Each time he, Sam, and Carly would just go straight to Sam's room and once she even had them come in through the window. Apparently, Sam's mom _never_ goes in Sam's room so naturally that is where Sam spends most of her time.

Sam's room was much smaller than Carly's or Fred's. She had a full sized bed in one corner with a pile of pillows on it. In the other corner, near the bed was Sam's dresser. Her small flat screen TV that is quite possibly stolen sat on top of it. On the other side of the room was Sam' desk, computer, and closet.

Fred plopped down on the bed while Sam got down on the floor and pulled her math textbook out from under the bed.

"Hey, will you help me with some homework?" Sam asked Fred.

"What? You want help doing homework? I thought you sold your textbooks again..." Fred said, sitting up looking confused.

"I got my reasons, Benson," Sam said, sitting at the desk. "I think I could actually do really well in math if I actually tried."

"Um, ok..." Fred said standing up and standing by Sam at her desk.

"Hey, whats up with this 'fx' thing?" Sam asked. "What happened to 'y'?"

"That the function of x or 'f of x'," Fred explained. "Really, it just means 'y'.

"That's dumb," Sam said turning the page. "Why don't they just write the 'y' then?"

"Well, if you have more than one equation you can write 'f of x' and 'g of x'. That way you don't confuse two 'y's."

"Oh... ok," Sam said. "Well that make a lot more sense. Can we do our homework together?"

Fred was really confused. Why did Sam suddenly want to do her math? Usually she just took the tests and ended up with a D. "Well, I already did mine but I'll help you with yours if you want... except I don't have anywhere to sit."

It's difficult to do math without a desk so Sam didn't want to just sit or lay on the bed. She could have gone to the kitchen to get another chair, but that was way too much work. Instead she just scooted forward in her chair. "Sit here with me," she said.

"Um... how?" Fred said, once again confused. She hadn't moved to her left or right but she instead moved forward...

"Sit behind me," Sam said with a smile. "With one leg on each side."

Fred put one leg over the chair and sat behind Sam, basically straddling her. It was like spooning... just sitting up. This was surprisingly comfortable... and close.

Sam scooted back into Fred, accidentally rubbing her backside against his crotch. "Ok, Dude. Number 1..."

Fred wasn't sure where to put his hands, so he ended up setting them in front of him on her thighs. "... You find the x-intercepts by setting y equal to zero..."

Fred had his head over Sam's right shoulder. From time to time he would exhale onto her neck, causing Sam to get excited. He was turning her on and didn't even know it.

"...How do you find the slope...?" Sam asked, now intentionally grinding a little into Fred. Unable to resist his compulsions, Fred slid his left hand in towards Sam's inner thigh as he continued to point and direct Sam with his right hand.

Sam turned to him, giving him a mischievous smile. She in turn, exhaled on his neck then gave his ear a little nibble. "Ok, number 8..."

They continued to move down the page, solving math problems and rubbing each other. On question 12, Fred ran his left hand up Sam's side and blatantly grabbed her breast.

"Not so fast, Fred, we need to finish this first," Sam said. Fred grabbed both breasts and rubbed her in a circular motion. "I don't know what you're talking about, Sam..." Fred said with a grin.

Sam asked Fred questions and did math as Fred answered her and fondled her body. Sam was getting wet, fast, and Fred was hard as a rock from touching Sam. Fred's hands were magical! He knew just how to touch her. It was difficult to focus on math while she was being touched, but Sam took it as a challenge.

"Just one more, Sam," Fred said as they moved to the last question.

"This is really hot, Fred," Sam said, melting into his arms as he grabbed her breasts and rubbed her thighs and stomach. "I think I might really like math now." She said with a chuckle.

Fred moved his right hand down between Sam's legs and began to rub her with two fingers through her jeans. Her body hitched as he toughed her just where she had been aching for him to touch her. "Oh, God, Freddie," Sam said arching her back.

"Oh, sorry Sam," Fred said backing off.

"Oh, no, Fred, please," Sam said leaning back into him.

Fred whispered into Sam's ear. "There's more where that came from if you finish your math." He exhaled on her neck again causing her to shiver once more.

"Ok, ok," Sam said picking back up her pencil. "How do I graph this?"

Fred showed her how to find the points and then unbuttoned her jeans and rubbed her pussy though her panties.

Sam's body hitched a few times but she finished the work. "Oh, God, Freddie," Sam said as she put the pencil down.

"You're a good girl for doing your homework, Sammy," Fred said quickening the pace.

"Oh, Freddie, ooooohhh," Sam moaned, arching her back.

"Get on the bed," Fred ordered. Sam obeyed without hesitation. Her mind was racing back to yesterday when Fred made her feel like such a woman. Fred stood up and followed her to the bed where he immediately grabbed sam's jeans and panties by the waist from either side and pulled them straight off of her body. Fred got on the bed beside her and continued massaging her clit.

"No more teasing, Fred. Please, just fuck me," Sam requested. Fred moved his fingers down and he slowly pushed his middle finger into Sam's vagina. She let out a moan as he moved in and out a few times.

He came to rest just a few inches in on the front wall and pushed lightly. "Fuck!" Sam gasped. "Oh, oh..."

This was becoming increasing one sided, and Sam wasn't going to take that laying down. "Fred. I... ohh... I wanna suck your cock. Take your dang clothes off boy!" Fred didn't need to be told twice. He gently took his finger out of Sam's pussy and removed his shirt, pants and boxers, tossing them on the edge of the bed. In the mean time, Sam too had removed the rest of her clothes. "On your back, Benson. Momma's gonna be on top."

Fred laid on his back on the bed with his head on the pillow. Sam got on next to him, but in reverse orientation of him. She was on her hands and knees, with both knees to his left and her face centered over his stiff cock. "You like that ass, don't you, Fredward." Sam teased, shaking in near his face. She then leaned in and licked his shaft up and down from the side.

"Damn, Sam, you are so beautiful," Fred complimented as she put his cock in her mouth and sucked.

"You're only saying that cus I'm sucking your dick," Sam teased. She followed her comment with more licking and sucking.

"No, I'm said it cus its true," Fred insisted. "Why don't you bring that beautiful body over here?" Fred said. He then repositioned himself but scooting his head a foot to his left and lifting Sam's right knee over to his other side. She was now straddling his head from above and Fred could look straight up at her beautiful pussy.

"Oh," Sam hesitated. "Fred are you sure was want to put your head— ooooh man." Fred was licking her voraciously from underneath, inserting his tongue deep into her pussy. Sam said thank you in the only way she could think to do by plunging his cock deep into her throat and sucking hard. She continued to go down on him as he licked her from below.

"Sam, you taste so good," Fred commented. "I love this. You are so good at sucking my cock."

"Freddie you make me feel like such a woman," Sam said from above. "Keep going in deep. Your tongue is amazing!"

"I like it when you go down at a constant pace," Fred shared. "It feels really good."

"You mean like this?" Sam said. She slowed down a little but made a constant motion. Down, up, down, up...

Fred let out a few moans between licks. "Ohh...Oh Sam... oh..."

"Hey, you have a condom, right?" Sam asked as they continued to pleasantly 69 each other.

"Its in my wallet," Fred said. Sam could reach it from the position they were in.

"Ok, I'll get it." They stopped briefly as Sam reaching into his pocket and got the condom from his wallet. She moved forward a little into a kneeling position as she removed the condom from the wrapper and carefully placed in on Fred's throbbing dick. "Fred, I want to be on top this time," Sam requested as she turned around beside him on the bed

"That sounds fair," Fred said with a smile. "You ready?"

Sam positioned herself above Fred on the bed. "Yeah." Sam said with a smile. Fred held the base of his shaft with one hand and grabbed Sam's ass firmly with the other in an attempt to help guide her down onto him. Sam also had a grab on his dick and carefully aligned it with her pussy as she sat down on it, pushing it deep inside her.

"Oooooh, fuck. Damn, Sam, you're wet," Fred said. "You feel really good, Sammy."

Sam didn't mind the pet name and decided to try one of her own. "Oh, Baby, you're so big. I love it, Freddie."

Grabbing Sam's ass with both hands Fred began to thrust in and out from underneath; slowly at first of course, but gradually gaining speed.

"Oh, God, Freddie, fuck me. Yeah, right there, don't stop." Fred continued to poke her as he became more and more sensitive. "Fred, I'm going... I'm cuming. Oh... oh..." Sam was now wordlessly making an "O" face as her vaginal walls tightened around Fred's hard cock. Freddie stopped until the tightness lessened. "Oh, Fred, don't stop," Sam begged. Freddie started up again and just as he got back up to speed, Sam again let out a moan and her walls contracted. Fred was extremely turned on by each occurrence. He had already caused Sam to cum twice and he wasn't done yet.

"Oh, Sammy, you turn me on so much," Fred groaned. "I'm really, fuckin' close," he cursed. Sam loved to hear Fred saying dirty words. He was usually all prim and proper and bad-boy Fred really got her going.

"Oh, cum, Baby," Sam said. "You make me so wet, Freddie. You make me sweat, Freddie. You make me cum. Cum, Baby, cum."

Sam accompanied her dirty talk with a few extra thrusts of her own from on top. Her words were more than enough to send him over the edge. Fap, fap, fap, he plunged deep inside her, causing her to moan again and again.

"Fuck!" Fred shouted, pulling Sam's ass close to him as he came, pouring seamen inside her pussy. Even through the condom, Sam could feel the warm seamen filling her up, right on her G-spot too. The feeling of warmth along with Fred's shuttering body pushed her off the edge a third time.

Their hips gyrated and their lips locked as they rode out their orgasms. Finally, Sam collapsed onto Fred and they both laid there just panting.

"Fred, you really know just where to put your cock," Sam said, his cock still inside her.

"Wow, Sam. And you know just how to move and what to say to really get me going. Sex with you is amazing! I'm so glad we decided to do this."

Sam gathered enough strength to push up off of Freddie and pull his still throbbing dick out of her. She collapsed next to him and rested her head on his chest. "I'm really glad too Fred."

Fred chuckled. "Now the next time I do math, I'll be thinking about licking your pussy."

"Awesome," Sam said with a giggle. "Math will probably make me think about sucking your cock... I think I like math."

Fred leaned over and absentmindedly kissed Sam on the forehead. They laid there snuggling for a few more minutes before Sam cam to a realization.

"Dude, Carly's coming over after art club..." Sam looked at the clock... "which ended 3 minutes ago." Sam and Fred quickly got up and put their clothes back on. Fred had gotten his pants on and Sam was clipping on her bra when they both heard Sam's front door open. Fred tossed Sam's shirt to her and they both quickly pulled them over their heads. Not a moment later, there was a knock on the bedroom door. Sam sat down at the desk and pretended to just be finishing her math. Fred picked up a random magazine and started reading it. "Come in." Sam said.

Carly opened the door to find Fred reading Tiger Bop magazine and Sam doing homework. She knew something was up, but never would have guessed what they'd actually just done.


	3. School

Fred Benson pulled out his phone to read a text message that said "Meet me in the main hall by the girls' restroom. I have a surprise for you. ;-)" It was from Sam Puckett, his female best friend and sex buddy.

Fred made his way to the main hall, not knowing what to expect. Fred and Sam took their relationship to the next level almost two weeks ago, and since have had sex four times. Each time they had been careful to be secretive about their meetings because they wanted to keep the sex a secret from their friends and family.

When Fred got to the restroom, Sam opened the door and pulled him in.

"Sam, what are you doing? We are going to be late for lunch," said Fred.

"I don't really care," Sam said, checking under the stalls to make sure they were alone. She met Fred's lips with a surprise kiss, ending it with a little nibble. "I just couldn't wait 'til after school," she said, grabbing his junk through his pants. She then moved over to the trashcan and blocked off the door from opening, just like her friend Carly had done the week before.

"Naughty, naughty, Sammy," Freddie said undoing his belt with a grin.

"Let me help you with that belt, Fred," she said, grabbing his cock again. "Oops. I missed!" she said. Fred chuckled and kissed her, grabbing her ass as she unzipped his pants.

"You sure you want to do this here?" he said. Sam turned around and started grinding her ass into his crotch. Fred's hands found their way to her hips.

"We'll make it a quickie," Sam said with a wink, unbuttoning her jeans. Fred grabbed her breasts, causing Sam to let out a soft moan as she reached back behind herself, put her thumbs in each side of Fred's pants, and pulled his pants and boxers down to his ankles with a simple bend of the knees. She then did the same with her jeans and panties, leaning forward as she did so this time. She removed a condom from her pocket before standing back up.

Fred stared at the two of them in the mirror as he touched her. Seeing himself from this perspective as he rubbed Sam from behind was a huge turn on. There was also the fact that Sam had used the word "quickie"; an activity they had not yet participated in.

Sam continued to grind into Fred's cock as the fingers of his right hand found their way between her legs. She erotically pushed her body against his as she leaned her head back and to the left. This allowed Fred to kiss her on the lips while he was still behind her. Leaning back like this pushed her breasts up into the air; a temptation Fred could not ignore. He slipped his hands right up her shirt and bra so he could grope her. Sam let out another moan as he did this.

"You're an animal, Fred," Sam whispered, slipping the condom into his hand. "Fuck me, baby." She leaned forward, resting her hands on the edge of the sink. Fred didn't waste any more time. He put the condom on and took a step towards Sam. Both of their pairs of pants still rested around their ankles.

Sam was now leaning almost flat over the sink, her ass high and her pussy wet. "Give it to me from behind, Freddie." She said, giving her ass a little shake. Freddie grinned as he grabbed her ass, giving it a squeeze, then a lite spank.

"Here it comes, Sammy," Fred said, lining up his cock at her entrance. "Oh, fuck, baby. You're so wet!" he whispered, sliding it in quickly. Fred thrusted slowly a few times, then stopped, giving Sam a chance to adjust. She moved her body up again so that she was only leaning forward with her hands on the sink and no longer lying flat.

Freddie started to thrust again, at a faster pace than usual. In this position and with that speed, Sam was brought to climax in a matter of seconds. "Fuck!" she moaned softly as her body shuttered. "I've been thinking about your cock all day, Fred. You make me so horny!" Both did their best to keep their voices in a quiet register.

"I see that, Sammy," Fred replied with a grunt. "You're so… oh… oh… so wet today," he said, slowing down just a little.

"Oh, please keep going," she said, panting. "Oh Fred… oh… oh Fred…"

"Sam!" Fred grunted. "Oh, say my name, Sammy. Oh, Sam!" He thrusted again and again and again, hitting her G-spot each time.

"F-F-F-Freddie!" Sam said, a little too loudly as her body shuttered again.

"Baby, I'm so close," Fred said, speeding up. Sam's breasts bounced as he pounded her softly. He watched in the mirror as she made faces of pleasure.

Sam felt so good. She felt that Fred deserved to feel good too. She decided to give him a little bit of dirty talk.

"Oh, Fred, you're so hard. I love the way you feel as you fuck me!" Sam said. "Fill me up, baby. Fill me up with your cum. Cum for me baby. Fred! Oh Fred!"

With each word, Fred got closer to the edge. He felt it building strongly when she invited him to fill her up. Fred lost control and accepted the invitation, pushing deep inside as he had his orgasm.

Sam's legs shook as Fred pulled out and he had to hold her up. She turned around and gave him a tight hug. His still throbbing, wet cock was pressed up against her thigh as they shared a loving embrace.

"Oh, wow, dude," Sam said. "I love doggie style," said with a smirk.

"Damn, that's a lot of cum," Fred said looking down as they broke apart. He slowly removed the condom and threw it away; being careful not to hold is sideways. There was still quite a bit of jizz on his cock.

"Well, thanks buddy," Sam said pulling her pants back up and trying to stand up straight.

Fred smiled. "No, thank you… um, I've got a bit of a mess here."

"Oh, let me clean that up for you," Sam said, getting down on her knees. Before Fred really knew what she was doing, Sam had taken his cock into her mouth and was licking and sucking off all the extra cum. Fred let out an involuntary moan. "There, you go," Sam said a few seconds later with a smirk. Fred smiled too as he pulled his pants back up.

"You ready for lunch?" Fred asked.

* * *

Fred and Sam were late to lunch that day.


	4. Groovie Smoothie

Friday after school, Fred got a text message. It said, "Meet me at the Groovie Smoothie in half an hour. I have a surprise for you. ;-) – Sam"

_I know what that means!_ Fred thought, remembering his encounter with Sam in the girls' bathroom the day before. Just thinking about the beautiful blonde was getting him aroused. Fred was very happy that he didn't feel pressured into a sexual relationship with Sam, but that both participated because they wanted it. The best part was that the relationship hadn't become just about sex. They still hung out just like they always had. After getting his books together, Fred got in his car and headed straight over to the smoothie shop.

Fred got there about 5 minutes early. Seeing as he was planning on having sex in a public restroom (again), he didn't want to draw attention to himself. He sat in the corner by the restrooms and waited, imagining all the naughty things he wanted to do to his sexy little Samantha.

Fred had sat at his booth for maybe a minute at most when she came in the door. _Wow!_ he thought. _Sam looks amazing!_ From what Fred could tell, Sam had planned quite the surprise. She usually didn't wear anything remotely girly, but today the blonde had on a flowery white skirt, a blue tank top, and canary yellow sandals. She'd also straightened her hair and put it up in a ponytail. This cute, girly outfit really got Fred's engine running. _Had she dressed up just for me? She is such a great sex partner._

To Fred's surprise, she walked right past him, straight into the restroom. _Getting right down to business, I see. _Not wanting to look too suspicious, Fred decided to wait for a minute before following the blonde.

Checking to make sure no one was paying attention to him, Fred went into the girls' restroom, locking the door behind him. He saw Sam at the sink washing her hands.

"You have no idea how excited I am to see you," Fred said. The girl whipped around and looked at him.

"Oh my God! Oh, Freddie, hi!" she said, acting very excited. "I'm so glad to see you, but what are you doing in the gir—"

Fred had swooped in and gave the blonde a firm kiss, nibbling on her upper lip as he did so.

"Wow, Freddie," she said, acting as if she was confused. "Where on earth did that kiss come from?"

"Oh, don't be silly, Sammy," Fred said with a smirk. "We both know where this is going."

"Oh this again?" said Melanie, referring to him calling her Sam.

"You know it, baby," Fred said, pulling her into another kiss. Melanie was about to object until Fred's hand found its way slowly down between her legs. Melanie let out a gasp as Fred started to slowly rub her though the front of her skirt.

It was literally a dream come true. In fact, Melanie was sure she was dreaming this. If that was the case, she didn't want to wake up anytime soon. Melanie didn't have very many good choices in boys at her school. In fact, Freddie Benson remained to this day her all-time crush, even though they had only met once well over a year ago.

Fred exhaled softly on Melanie's neck as his hand snaked up her skirt and rubbed her directly though just her panties. "Oh God!" she gasped softly. "Oh Freddie, yes!" Fred had noticed that Sam's voice was a little higher than normal, but he didn't think too much about it.

"I feel like you've been such a good partner, Sam," Fred said. "I think it's my turn to do a little more giving." Freddie got down on his knees and before she really knew what he was doing, he had Melanie's panties down past her ankles.

Melanie took a step back and leaned up against the counter at the sink. _Oh my God, oh my God, oh my God…_ she thought. She knew he still thought she was her sister, but she wanted it so badly that she couldn't manage to form any words.

With the blonde now putting most of her weight on the counter, Fred slowly lifted up her left leg and put her thigh up against his cheek, exposing her core from his perspective under her skirt. Fred immediately noticed another part of "Sam's surprise" when he got sight of Melanie's crotch. Sam usually kept a cute little tuft of hair just above her pussy; Melanie was completely shaven. Without hesitation, he decided to try something he'd done with Sam before, just at a different angle.

Fred placed his mouth right at her center and began to gently yet vigorously lick her pussy. Melanie instinctively began to gyrate her hips towards him as his tongue explored her clit and labia.

"Freddie! Oh, God Freddie," Melanie moaned quietly. "Uuhh… Fuck!" she screamed. "Oh God, oh God, oh God…." Melanie's body shook as she came to a climax. Freddie continued to flick her clit with his tongue until she stopped shaking. He then put her leg back down and stood up to hold her close.

"How was that? Mamma like?" Fred asked giving her a sensual kiss on the cheek.

"Yes, Freddie, oh yes," Melanie said just before she pounced him, kissing him firmly on the mouth. All of Melanie's senses were in overdrive. All she could think about was pleasing Freddie… and if she got a little more pleasure out of it herself, then all the better.

Melanie wrestled with his belt for a few seconds while kissing him before Fred reached down and undid it himself.

"You wanna go doggie style again?" Fred asked. Melanie nodded vigorously. Her mouth dropped wide open as Fred dropped his pants to the floor. His cock was erect and damn, was it big… way bigger than the other two she'd seen.

Almost instinctively, Melanie wanted to drop to her knees and pleasure Freddie orally. Her brief experience with guys at her school had both been just oral… and she'd only been on the giving end of the experience, never the receiving end. But she'd just agreed to do doggie style and besides, he was putting on a condom… which really only gets in the way of oral sex.

Fred gently but firmly turned Melanie around and bent her over the sink. "You ready?" he asked tenderly.

She was breathing rapidly and shaking from excitement. This was it. She was surrendering her virginity to the boy of her dreams… but he didn't know it was her. Melanie only wrestled this dilemma for a few seconds before she decided that she wanted to live life on the edge and be a little more like her sister, Sam. She was, after all, sort of impersonating Sam at the moment anyway. "I'm ready."

Fred lined up his dick and slowly pushed inside. _What the fuck?_ he thought. Sam looked so cute today, she'd even shaved her crotch… but how was this different too? As Fred pushed his dick in and out, he thought Sam actually _felt a little _different as well. Sam was, of course, the only girl he's fucked, and after a few times, he had gotten used to the way she felt on the inside. "Oh my God, Sam," Fred moaned. "You are so tight. Fuck!" It wasn't better or worse… just different. How did this feel different? He'd just had sex with her in the exact same position the day before. Fred didn't think about if for more than a few seconds though. He decided that it must just be because Sam was wearing a skirt while he fucked her. Screwing a girl with her clothes on just seamed somehow _more_ naughty than doing it naked…

Melanie was doing everything in her power to hold back her silent scream of pure pleasure. Fred was no longer being gentile, but somehow the roughness just made it so much better. Melanie was sure that any moment now, she was going to wake up and find out that she was fingering herself in her sleep. What a naughty dream!

Fred was not quite hitting Melanie in the G-spot, although he did poke it a little about every third or fourth thrust. This was more than enough for the inexperienced young blonde to tumble over the edge into a full orgasm. "Ooh!" For just a moment, she let out the scream she had been holding in.

"Stop! Oh God Freddie, it's too much…" Melanie said. Fred stopped thrusting immediately and pulled out slowly.

"What's the matter? Did I hurt you? I'm so sorry!" Fred said frantically.

"No, no, it's not that…" Melanie said, her body still spasming with pleasure. "Its… just too much," she said. Fred still looked worried, so Melanie spoke up. "Freddie, that was amazing! Oh my God, you're so good. I'm sorry I stopped you, I'm just… sensitive I guess."

"Oh," Fred said, sounding relieved. "That's good."

"Oh," she said, looking down at his fully erect cock. "I can't just leave you like this, can I?" she said getting on her knees. Melanie pulled the condom off and threw it away. There was a bit of pre-cum on his cock, and Melanie couldn't wait to taste it. This was something she'd done before… she was gonna make him cum in her mouth.

"Oh, you don't have to—oh God!" Fred said as Melanie took him all the way in her mouth. _When did Sam get so good at this?_ He wondered. Melanie alternated between bobbing her head up and down, sucking hard, and pumping with her saliva-lubricated hand. Fred bucked each time she changed her approach. He was approaching climax fast!

After almost a full minute of Melanie's mouth, Fred felt he couldn't hold on any longer. "I'm cumming!" he warned. Melanie held his throbbing cock in place just over her mouth, holding her tongue out and her mouth open wide waiting for his cum. She continued to stroke his cock with her right hand and cupped his balls gently with her left.

Fred exploded, shooting cum onto Melanie's face. Most landed on her tongue or in her awaiting mouth, but some shoot on her cheek and still more landed on her forehead. Melanie quickly swallowed it and licked her lips. She then put his Johnson back in her mouth and licked it clean. Only after she'd licked him thoroughly did she use her finger to wipe the remaining jizz off of her face. She licked her finger clean too.

"Wow, dude," Freddie said. "You were amazing!"

"I could say the same about you," Melanie answered. "We better hurry up and get out of here," she added. "It doesn't take very long to get here from Carly's apartment."

"Carly's coming?" Fred said, grabbing his pants and pulling them back up.

"Oh, yeah… she didn't tell you?" Melanie asked.

_Why on earth would Carly be invited to our restroom sex_? Fred wondered. "I think I'll go out there." Fred said. "You should… um, wash your face off and get your panties back on."

"Yeah," she said. "I'll be out in a minute…. It might look suspicious if we both come out of the restroom at the same time anyway," she added.

Fred exited the restroom as Melanie retrieved her underwear. He saw Carly sitting at a table with four smoothies… _four? Gibby must be coming too…_

"There you are," Carly said, handing him a banana-ramma smoothie. "I was starting to think you all forgot. Have you heard from Sam?" Carly asked.

"What, um… no, why would she tell me where she is?" he asked, acting only a little bit guilty.

A moment later, a blonde entered the smoothie shop… _it was Sam, wearing a blue penny-tee and jeans? How did she get out there so fast?_

"What up, Calry? Nerd?" Sam said, grabbing her blueberry blitz and sucking hard.

"Where have you been?" Carly asked.

"When did you have time to change your clothes?" Fred asked. That was ridiculously fast…

"What are you talking about, I wore this all day," Sam said. "Oh, hey Mel," Sam said, looking behind Fred.

The boy turned around to see another Sam, wearing a white skirt and light blue tank top. Fred did a double take as Melanie walked over to her sister. "Hey, sis! Long time, no see!" she said, with her arms outstretched.

"No… no, I don't do hugs, Mel," Sam said.

"Oh, come on," Melanie said, pulling Sam into a hug anyway. "I'm sure you hug some people, right Freddie?" she added, elbowing Fred in the shoulder.

Fred was just staring with his eyes bugged wide in disbelief. _Two Sams? No… Sam's sister? She's real? I just… I just fucked Sam's sister? No… no way, I… they swapped. Yeah, that's it._ He lied to himself._ I fucked Sam, they swapped clothes really fast and then… oh God, I fucked Sam's sister!_

Melanie sat down between Sam and Fred and grabbed the last smoothie. Carly noticed Fred's shocked expression. "Well, Fred, now that you _know_ she's real, maybe you have something to say…" Carly said.

"Er, um… nice to meat you," he said stupidly.

"Oh, the _pleasure_ is mine, Freddie," she said, suggestively sucking her smoothie.

"There you go, Fred," Carly said. "Why don't you guys get to know each other a little better?" Calry suggested. _Wow, we know each other way better than you realize, Calry_, Fred thought.

"Yeah, that sounds great," Fred said, finally recovering from his shock. "I'll, um…, I'll come over to your house tomorrow," he said, standing up.

"Where are you going?" Melanie asked, still smiling from ear to ear.

"Oh, um,… my mom…" said Fred. He then turned and left as quickly as possible, leaving his smoothie behind.

"Dibs!" Sam called, reaching across the table to grab Fred's cup.

* * *

(I spelled meet incorrectly on purpose! :P)


	5. Sam's Room 2

_Geez, I really don't want to go over there_ thought Fred. He felt like he needed more time to clear his head before seeing Melanie again. What would he say? Should he tell Sam? Had she already told Sam? What would Sam do? Is Melanie mad? Did she like it?

Countless thoughts stormed through Fred's head as he pulled his car into the Puckett's driveway. It was 8pm on a weekend. Fred had tried to stall as long as possible and figured if it got awkward, he wouldn't have to stay long since it was already sort of late.

Fred knocked on the door, still scared out of his mind. "Hey, Fred! So nice to see you again!" said one of the blondes. She was wearing a yellow skirt and a white shirt and had her hair up in a ponytail.

"Hi, Freddie," the other called with a lower voice from the kitchen, with a ham sandwich in her hands. This girl's hair was down and wavy. She wore a button up top and jeans. Much less girly then her sister.

"What are you guys doing?" Fred asked, clearly noticing something was wrong.

"Whatever do you mean, Fred?" the ponytailed girl said in a higher pitched voice. "Come in and have a seat. I feel like I barely know you!"

"Stop it, Sam," he said to the blonde as he sat in a chair. "Melanie, why are you guys trying to trick me?"

"What are you talking about, Freddie?" Melanie said from the kitchen, putting the ham sandwich on a plate. "Don't be such a noob."

"Sam, this isn't funny," he said to the girl on the couch.

"How did you know?" Sam asked, pulling her hair out of the ponytail. The instant tell was that Melanie still calls him Freddie and everyone else calls him Fred. He decided not to tell them this fact, in case they tried to switch again.

"You may be twins, but your cheeks and noses are a little different," he said, pointing out an observation he'd noted the day before at the Groovie Smoothie. "Oh, and I'm a nub, not a noob," Fred told Melanie.

"Wow, I'm impressed!" Melanie said entering the living room and sitting on the couch by her sister.

"It looks like you already know Melanie pretty well," Sam said with a smug look on her face. Fred had no idea how to take this comment, but Melanie was laughing.

"Look, guys, I'm sorry to spoil the fun, but can I talk to Melanie… alone for a minute?" he asked.

"You'd like that, wouldn't you?" Sam said with a laugh. Melanie stood up and grabbed Fred by the wrist. She pulled him down the hall to Sam's bedroom.

"Why are we in Sam's room?" he asked her, sitting on the bed.

"I don't really have a room here. Not anymore," Melanie explained. "Sam and I shared this room until I went off to my school."

"Did you tell Sam what happened yesterday?" Fred asked, sounding worried.

"Um… it may have come up," Melanie said.

"Oh my God, she's gonna kill me!" Fred said falling onto his back on the bed.

"Actually, she wasn't upset," Melanie said sitting next to him.

"She's not?" Fred couldn't believe his ears.

"No, she said you two weren't exclusive. She thought it was funny that you thought I was her," Melanie explained patting him on the leg.

Fred remained on his back and covered his face with his hands. "Why didn't you stop me!" Fred almost shouted. "I feel like such an idiot!"

"I'm sorry I deceived you, Freddie," Melanie said putting her weight on one hand and tracing patterns on his chest with her other hand. "I just really like you, I guess. You were so gentle and loving."

*knock knock knock*

"You guys aren't fucking in here, are you?" Sam asked jokingly as she entered the room. Fred sat up quickly.

"Sam, I'm so sorry! I didn't know, I thought she was you!"

"Relax, Benson, I forgive you," Sam said sitting on Fred's other side. "You're just gonna have to make it up to me tonight," she said seductively, not even trying to hide her sexual advances from her sister.

"You want me to stay late tonight?" Fred asked.

"Yeah, spend the night, dude," Sam said. "Just tell your mom you're at Gibby's."

"But don't you guys share this room?" he asked, wondering how awkward the evening was going to be.

"Oh, no, I'm sleeping in mom's bed while she's in Morocco," Melanie explained, getting off the bed. "When she gets back next week, I'll have to live on the couch I guess. No way I'm sharing a bed with mom.

"Dude, Mel, move back in here with me," Sam said.

"Really? I thought you hated sharing this room with me?" Melanie said.

"Well, I did," Sam said. "But that was before you got kicked out of your fancy little school for being bad! I could get used to a sister who likes to break the rules."

"Wait, you got kicked out of your school?" Fred asked.

"Yeah, I did," Melanie said. "I'm starting at Ridgeway with you guys on Monday. We're gonna prank the teachers and pretend we're both Sam."

"Wow, what happened to the Melanie I met a year ago?" Fred asked, remembering the sweat girl he'd gone on a date with.

"I'm a Puckett, Freddie. We all go bad eventually," Melanie joked. Sam laughed too. "Hey, you guys wanna play a boardgame I got for our birthday?" Melanie asked standing up.

"Yeah, I guess," Sam said staying down next to Fred.

"I'll go set it up in the kitchen," she said. Melanie then left Fred alone with Sam for the first time since his mistake at the Groovie Smoothie.

"So, was she good?" Sam asked as soon as Melanie closed the door.

"What? Er…." Fred didn't know how to respond.

"I'm just messing with you, Fred," Sam said with a chuckle standing up again. "But seriously. I might be mean to her sometimes, but she is my sister and I do care about Melanie. You're a great guy Fred. Thanks for making Mel's first time a good experience for her." Fred's jaw dropped. Melanie had been a virgin!

"Shit, you mean that was her first time?" Fred asked jumping up. "I'm the only guy she's had sex with?"

"This thing between you and me is awesome, Fred," Sam said, ignoring his question entirely. "If you wanna fuck her again, I don't really mind. Just don't go screwing anyone else without telling me your intensions first, okay?" Fred was dumbfounded.

"You're kidding," Fred said.

"We're not exclusive, Fred," Sam reminded him. "Like I said, I really care about Melanie and she really likes you. She and I talked about it, and we don't mind sharing you. Mama gets first dibs though," Sam added, smacking him playfully on his ass.

"Come on you two, I got the game ready!" Melanie called form down the hall. Sam ran out the door, followed by a rather confused Fred.

* * *

The rest of the evening ended up being a lot less awkward than Fred originally thought it would be. He couldn't stop thinking about both of the twins, however, and couldn't wait to get Sam in bed later. Melanie was really smart and really funny, yet she was just a little mischievous too, like her sister. Fred enjoyed getting to know her as they played their board game.

After the game, Fred called his mom to let her know he'd be at Gibby's house. Sam put in a movie at 9:30 that lasted til midnight and Fred watched comfortably on the couch with a twin on each side of him.

"That movie was hilarious!' Sam said as she stood up and yawned.

"Thanks for hanging out with us, Freddie," Melanie said as she headed for her mom's room. "See you in the morning."

"Just so you know, I sleep naked," Sam said once she and Fred were in her bedroom with the door closed.

"Well good, because I've been craving your body all night," he said dropping his pants. "You're just so damn sexy!"

"Well," she said, removing her pants as well, "if you want me, you're gonna have to come and get me!" she said, jumping onto the bed. Fred flipped his shirt off over his head and joined Sam in bed wearing just his boxers.

Fred didn't waste any time getting her shirt off and unclasping her bra. He caressed her breasts with his hands and he bumped his crotch against her leg while they kissed. "Wow, Fred, you naughty boy," Sam teased as she nibbled his ear.

"Have I been bad?" Fred played.

"Oh, yes, very bad," Sam chuckled. "I'm going to have to punish you!" she added in a goofy voice. They stopped kissing and laughed for a few seconds as how they were acting. Sam and Fred didn't need to role-play or come up with fantasies to enjoy each other. Never the less, Sam decided it would be funny to keep going with this. "Actually, Fred, you were a bad boy yesterday with my sister. I'm going to have to punish you!" she growled, smacking his ass playfully again and then rolling them over and getting on top.

Fred grinned and let her mess around on top of him. "Okay, Sammy, what you gonna do to me?" he asked, kissing her neck. Sam grabbed Fred by the wrists and pulled his hands above his head. Before Fred realized what Sam was up to, she tied his wrists to the bedpost using a scarf she'd worn yesterday. He could have gotten out if he wanted, but he played along.

"You're going to be my prisoner," Sam said, trying hard not to laugh too much at this behavior.

"Like a sex slave?" Fred suggested hopefully.

"Now that you mention it…" Sam said pulling his boxers off completely, "I think that's a great idea. Don't move your arms," Sam instructed as she moved her head south. "You've got to just lay there and take whatever I give you."

With his hands tied behind his head, Fred had no choice but to just lay back and watch. Sam licked his cock up and down causing Fred's eyes to roll back. "Oh, Sammy, you're so good at that!" he moaned softly. She loved having his undivided attention as she played with his dick. His erection grew and she had him hard as a rock after just two minutes of gentile sucking and licking.

"Oh, God, Sammy, this is so amazing," Fred said still tied in his submissive position.

"That's right I am," Sam said, reaching into her bedside table and removing a condom. After putting it on him she moved over him and positioned herself above his cock with a smirk. "I'm in charge tonight, baby. Now fuck me." Fred bit his lip as she slowly lowered herself down onto his throbbing member, gasping as he went deeper.

"Oh fuck!" Fred said much too loudly.

"Shhh, quiet you bad boy," she teased again, now lifting and lowering her body as she went down on him. "Oh… oh fuck!" Sam said in a soft whisper.

"Damn, Sam, I love it with you on top," Freddie grunted as he thrusted upwards moving with Sam's rhythm.

Sam leaned forward and gave him a kiss, nibbling his lip as she did so. "Oh Fred, you're do deep," she whispered into his ear now keeping him deep inside and humping his cock at a steady pace. Sam began to miss being on the receiving end and the role-playing had been silly to begin with so she reached up and untied his wrists.

"Grab my hips," she ordered. He did exactly as she asked. "I want you in control, Fred. I want… oh… oh, fuck, yeah, I want you to set the pace just like that!" she said. He'd already grabbed her sides and began fucking up at a quick steady pace.

"Damn, Sam, I'm close," Fred said taking her hand and lacing their fingers. "I'm cumming!"

"I…oh God me too!" Sam's clutched Fred's hands. She pushed her body close to him as she spasmed and shook. She could fill Fred's hot sperm fill the condom inside her.

"Oh, wow," Fred said as Sam got off of him and laid beside him.

"Holy Chiz, you're amazing Fred," Sam said. "Damn, I'm tired. Good night, baby." Fred tossed the used condom away. They were both pretty hot now so they did not get under the covers. They both slept on their backs but, wanting a little more contact, Sam reached over and held Fred's hand again. They fell asleep quickly, behind exhausted from a satisfying fuck.


	6. Sam's Room 3

Fred awoke the next morning to the sound of Sam's bedroom door creaking open. He looked to his side and saw Sam still naked, still lying there on her back asleep, still holding his hand, and breathing softly. He turned to the door to see Melanie wearing an extra-large T-shirt sneaking into the room. He couldn't see her pajama shorts, the shirt was so big on her.

"What are you doing?" Fred whispered to Melanie, attempting to cover himself with one hand.

"I was hoping you'd be awake," Melanie giggled quietly, not wanting to wake her sister. She took his wrist and removed his hand from his crotch, revealing a hard cock. "What do we have here?" she teased, touching it gently.

"Melanie, you shouldn't be here," he warned, thinking that if Sam woke up she would be upset with her sister.

"Sam said I can have you as long as she gets first dibs," Melanie said, teasing him but running her soft fingers up and down his shaft ever so gently. "So… do you want me too?" Fred bucked his hips to her touch, craving more, but feeling weird since Sam was not only naked AND right next to them, but also holding his hand.

"Shouldn't we talk about this first?" Fred asked. "I like you, Mel, but first I feel that we should—oh fuck!" he whispered as Melanie went down on him, taking his throbbing morning wood into her mouth.

"I know you like it, Freddie," Melanie said between gentle sucks. "Just relax and let me please you. You have no idea how much I want to do this for you," she said. It had been the only thing she thought about all night…

"But what about—" Freddie started.

"Forget her," Melanie whispered. "Please, let me please you, Freddie," she almost begged returning to his cock with such skill and tenderness. She almost had him ready to explode after just a minute.

"This is so fucking hot, Melanie," Freddie said, finally giving in to her seduction. Realizing she'd won, Melanie stopped just long enough to take her baggy sleep shirt off, revealing to Freddie that the shirt had been the only thing she had been wearing. "Oh my God, Melanie, you are so beautiful," Fred said, looking her up and down as she continued to stimulate him orally.

"You can touch me, Freddie," Melanie said, taking a slightly wider stance as she did so. Taking this invitation, Fred reached over to Melanie who was still standing beside him and put his hand between her legs. He rubbed her pussy and wasted no time to slide his middle finger inside, making Melanie gasp. "I knew you wanted me," she smirked, acting very much like her sister.

Still lying on his back, he began to thrust his hips upward in pace with Melanie's head bobbing. She must have had practice at her school, he'd concluded, because she was amazing at it. He knew she'd had been a virgin though, so he wasn't so sure.

"Freddie, I want you inside me," Melanie requested between sucks. Fred pushed his finger in a little deeper, making her gasp. "Oh! Wow, that's actually not what I was talking about," she said, taking his wrist and gently guiding him out of her. Taking Fred by surprise once again, Melanie put one leg over him and got on the bed with him and Sam, straddling him just above his cock. Freddie's eyes bugged wide.

"But, what about…" Fred whispered, looking over at the girl with which he still held hands.

"Don't worry," Melanie said giving him a kiss on the neck. "Sam's a heavy sleeper."

Wanting her so badly, Fred went against his better judgment and reached for a condom from the side table drawer.

"Oh, you don't need one of those," Melanie giggled, taking it out of his hands and setting it back on the table with a smile. "I'm on the pill." She reached down and played with his dick a bit more, making him moan softly.

"But, I thought you were a virgin when… when I…" Fred said, not sure how to finish the sentence.

"I'd never had sex with a guy, no," she said. "But it doesn't hurt to be prepared… And I'm really glad it was you." Melanie took his cock in her hand and aimed it up, putting his head right at her entrance. "Are you okay with this?" she asked, making sure she wasn't doing something he didn't also want.

He looked from the sleeping Sam back up to her sexy twin. His cock ached for her, wanting her a second time. "Fuck me, Mel," he smirked. Melanie smiled too and lowered herself until he was all the way inside her. They gasped in unison as she lowered herself to kiss him on the lips.

Melanie humped him form above; her eyes rolled back as he hit her G spot with his huge cock. "Oh, fuck me Freddie," Melanie said, holding him close and biting his neck. Not daring letting go of Sam's hand, for fear of waking her, he put the other hand on Melanie's hips and guided her, just as he'd done to her twin the night before. She felt so good… she felt so different! Not better than Sam, not worse… just different.

Picking up the pace, the bed started to rock just a bit. "Melanie… oh, Melanie, you're so gooooood," Fred whispered.

"Oh, Freddie," Melanie moaned quietly. "Oh, Freddie… I'm….I'm going to…"

"Me too, Mel," Fred warned.

"Come inside me, Freddie," she begged. "Fill me up, I want to feel your cum… oh…oh God!' she almost shouted as he ejaculated deep inside, warming up her insides with his juices. His orgasm sent her over the edge and she orgasmed too, still grinding against him at a steady pace.

Melanie collapsed on top of Fred. He turned to look at Sam just to check. She hadn't moved a muscle. "Oh, God, Mel, you are so good," he said. "Coming inside you was amazing. Oh, fuck…"

"I'm so glad I make you happy, Freddie," Melanie said. "You make me so happy."

"You guys are ridiculous," said **Sam**. Her eyes were still closed and she hadn't moved but she was clearly awake. She had a smirk on her face, trying to hold back laughter.

"Oh my God, how long have you been awake?" Melanie freaked as she removed Freddie's cock from her cum soaked pussy. Weak from her orgasm however, she collapsed on top of him once more.

"The whole time," she smiled, finally opening her eyes and looking at them. "You know, you didn't have to try to be all sneaky, Mel," Sam said touching herself. "But that was really hot."

"You're not mad?" Fred asked from under her twin.

"I said to both of you that I didn't mind," she said. "But next time I'm in the same room at least invite me to join." Sam was playing with her clit but after a moment she stuck her finger inside herself.

"You would really want to join us? Like, you would both have sex with me together?" Fred asked still holding Sam's hand and not seeing what she was up to with her other hand.

"Sam, what are you doing?" Melanie asked from on top of Fred, clearly seeing her sister fingering herself.

"What?" Sam asked. "You guys got me all hot. Don't I get to cum too?" Sam said scooting closer to Fred and Melanie. "You can help if you want you know… but I guess you don't have to," Sam said continuing to finger fuck herself. "Please?" she added looking at both of them. Sam guided Fred's hand to her center and released it.

Feeling the need to get approval from Melanie, he turned and looked at her. She just shrugged, still feeling really embarrassed about getting caught. Fred began to rub Sam's clit with Melanie still on top of him. Sam tossed her head back moaning slightly and then grabbed Melanie's hand as well.

"Will you, Mel?" Sam begged between sighs and moans and she guided her twins hand below Fred's. "Listening to you guys really turned me on," she repeated.

Melanie, still panting, was at a loss for words. She had pleased herself before though, so she knew what to do. As Fred continued to tease Sam's clit, Melanie began to rub her sister's labia.

"Fuck. Oh, fuck," Sam moaned. Melanie smiled. Pleasing her sister… it felt odd… but it felt so right. When she pleased Sam, she got a similar satisfaction to the one she got when she pleased Fred. Deciding that she was going to do this properly, Mel glided her middle finger into her sister's pussy and poked her from inside.

"Oh, fuck, that's what I'm talking about," Sam said feeling Fred touch her clit and Melanie inside. "Kiss each other. I want to watch you kiss each other," Sam commanded.

Fred and Melanie didn't hesitate to do as Sam asked. "Oh, Freddie," Melanie gasped between kisses. "…mmm… Freddie…"

"Oh, fuck… oh," Sam moaned getting her hips into it as she watched them suck each other's lips. "Oh god, your hands are amazing!" Sam shouted, grinding into Fred's hand as Mel slid her finger in and out.

"Fred… I," Sam said, but before she could finish her sentence, Fred had turned to kiss Sam, biting her lip in the process.

Melanie watched them kiss with a smirk, occasionally kissing Fred's cheek or neck. "You're so naughty, Sam," Melanie teased fingering her more quickly. "You dirty little girl. You watch us fuck then make us fuck you. Cum, you dirty girl."

"Aaaah, oh fuck, I'm cumming!" Sam yelled after a few more seconds of her sister's teasing. Melanie felt her sister's walls tighten around her finger. Fred, who had been vigorously rubbing her clit side to side, stopped and held his hand still at her center.

Melanie kissed her sister on the cheek once before she finally rolled off of Fred on his other side. Sam, who was still a bit shaky, rolled onto her side and snuggled up close to Fred by placing one hand on his chest. Melanie did the same thing on his other side, getting a bit of Sam's wetness on his chest.

"Oh, fuck, you guys are awesome!" Sam said.

"Love you too, sis," Melanie said.

"I've got to be the luckiest guy in the world," Fred grinned. The girls hugged him on either side as, all three weak from orgasms, fell back to sleep until after noon.


	7. Sam & Melanie's Room

"I had so much fun with you, Carly, Gibby, and Freddie today," Melanie told her sister as they got ready for bed that night.

"Yeah, it's too bad Fred isn't here to fuck us again," she said dreamily as she removed her shirt and trousers.

"I think Carly knew something was up," Melanie said, also taking off her clothing. After removing her bra, Melanie pulled an extra-large T-shirt out of her bag and put it on. She made a mental note to fully unpack and move into Sam's room tomorrow.

"Well she's going to figure it out if you keep giving Fred googly eyes every time he's around," Sam said removing her bra and panties too.

"Well can you blame me?" Melanie said removing her panties so she was wearing only her over large pajama shirt. "He's such a nice boy… and really good in bed too."

"You got that right," Sam said now totally naked. Melanie turned out the main light and both girls got into their bed. Only Sam's tableside lamp was still lit.

"Don't get me wrong, Sammy," Melanie said. "I don't want to make it sound like I'm worshiping the guy. He's just so likeable…"

"Yeah, I totally agree," Sam said. "I could try to go find some other dude to fuck, why would I want to? Fred is really good and I totally trust him."

"Oh god, I wish Freddie was here tonight," Melanie said, absentmindedly reaching under the covers and touching her crotch. This action did not go unnoticed by Sam.

"Oh, hey, by the way, I'm sorry I asked you to touch me this morning," Sam said. "You're my sister after all… I was so horny I didn't stop to think that you might find it awkward."

"Oh, no, it's okay, Sammy," Melanie said. "One reason I want to be with Freddie is because I feel so close to him… and I feel really close to you, you know. It really wasn't strange for me at all."

"Good," Sam smiled turning onto her side up against Melanie. "Mel, you don't have to do that yourself," Sam said running her hand up her sister's thigh and stopping with two fingers at the entrance to her sister's pussy. "

Melanie froze. She thought she was being sneaky, but nothing got past Sam. Was she about to get repaid for her actions that morning? "Are… are you sure, Sam?" Melanie said, not sure how she felt about being on the receiving end of fingering one's sister.

"Just close your eyes and pretend I'm Fred," Sam said. "I owe you anyway."

"I… okay," Melanie said trying to relax. Spreading her fingers, Sam began to tease her sister on either side of her clit. Melanie gasped as Sam briefly slid one finger near her entrance, then returned it to her clit.

"Say his name if you like," Sam whispered. "I do when I'm thinking about him and I'm alone."

Sam licked her finger then returned to her sister's clit once again. "Freddie… oh, Freddie…" Melanie said, feeling amazing, yet still a bit uneasy about pretending. She thought Fred was nice and all, but would pretending Sam was him cheapen her experience?

Sam slid her middle finger into her sister's slit slowly. "Oh, fuck me, Sam!" Melanie moaned softly. Sam grinned and moved her finger in and out. "Oh, Fre… oh, Sam, oh, Sam, fuck me, yeah, Sam, yeah," Melanie moaned.

"What about Fred?" Sam said continuing at a slow, steady pace.

"Fuck, Freddie," Melanie said opening her eyes and looking her sister in the face. "It's you who's touching me; it's you who I'll thank,"

"Yeah?" Sam said sounding a bit surprised. "Okay, Mel. I… I love you, you know," Sam said timidly. She pulled out and then slid two fingers in slowly.

"Oh, Fuck, Sam!" Melanie said grinding her crotch into Sam's palm. "Oh, Sammy, I love you too! Oh, Sam…" Melanie, acting on instinct, leaned into her sister's face and kissed her on the lips. Sam was totally shocked, but feeling the need to finish what she's started, she continued, even though she had gone much farther with her twin than she had planned.

Melanie gasped once again and Sam poked her G-spot. "Sammy! I—" Melanie came hard without warning. Her walls tightened around Sam's fingers. If it was possible they were suddenly even more wet than before. After a few seconds of pure ecstasy and after Sam pulled her fingers out, Melanie pounced onto her sister giving her a tight hug.

"That was amazing, Sam! So much better than touching myself," Melanie said. "I can't believe we did that, I love you, I love you!"

"Wow, Mel, what was really fucking hot," Sam grinned hugging her sister back. All thoughts of Fred Benson had been pushed out of both girl's heads.

Melanie twitched again and then pulled away all the covers, exposing Sam's naked body. "You're turn, Sis." Melanie said.

"Melanie, what are you… oh God!" Sam almost shouted. Melanie had gone down on her sister, sliding her tongue right up against Sam's clit.

Sam was already wet from watching her sister get off. "Oh fuck Mel, you feel amaz—shit!" Sam shouted as Melanie plunged her finger into her sister for the second time that day.

"Oh damn, oh, oh…" Sam was already grinding her clit into her sister's mouth. Melanie of course had no idea what she was doing, but it sort of came naturally. It wasn't much different from sucking a dick really. As her tongue danced, so did her middle finger and Sam continued to moan and scream. It was a very good thing their mother was once again not home that evening.

"Come for me, Sis," Melanie said. "I love you!"

"Oh fuck, oh, oh… Melanie!" Sam shouted as she spasmed and came. Twice she came though Melanie had stopped touching her entirely during her second orgasm. The feeling from the first had simply radiated through her whole body and then back again to the source where it started her second wave of pleasure. "Hold me, Mel," Sam said.

She did as was requested of her after pulling the blankets back over both of them. They hugged and cuddled for several minutes Before Melanie spoke up. "Sammy?"

"Yeah, Mel?" Sam asked half asleep.

"What we, uh, just did… was it wrong?" On one hand, having sex with her sister had been totally amazing. She truly felt bonded with Sam. They had never been closer and all her life she had wanted to be closer to Sam. On the other hand, incest is a bit taboo. Although, they didn't really have to worry about getting each other pregnant, did they? Was it really sex if there wasn't a penis involved?

"No, Mel," Sam said to Melanie's great relief. "I don't think it was wrong at all. It was wonderful!"


End file.
